New York, May 22, 2013 -- Moody's Investors Service ("Moody's") has assigned
a B1 rating to InterGen N.V.'s (InterGen) proposed
$500 million senior secured revolving credit facility due 2018,
its $500 million senior secured term loan due 2020, and its
$800 million senior secured notes due 2021 and 2023. InterGen's
rating outlook is changed to stable from negative.

RATINGS RATIONALE

The B1 rating reflects InterGen's exposure to weak merchant power markets
in multiple jurisdictions that will impact cash flow generation at InterGen's
core assets over the next 18-24 months. While financial
results will remain challenged in this environment, the B1 rating
and stable rating outlook incorporates the company's strengthened
capital structure that will materialize following the sponsors injection
of $700 million in equity into the company. With this balance
sheet strengthening and accompanying debt reduction, we calculate
that the company should be able to maintain a debt service coverage ratio
(DSCR) of holding company interest expense and mandatory term loan amortization
in excess of 1.40 times under most Moody's downside scenarios,
despite operating in weak merchant power markets.

InterGen's financial profile further benefits from a large and geographically
diverse generating fleet, which features a component of long-term
contracted assets with credit-worthy counterparties. Notwithstanding
the positive implications for InterGen following the balance sheet strengthening,
the geographic diversity, and the degree of contracted cash flow,
the B1 rating recognizes InterGen's growing exposure to merchant
power markets, the high consolidated debt burden, with the
majority of the debt being project-level and non-recourse
to InterGen, as well as a financing structure that provides the
company with greater financial flexibility than the former structure.

An important rating consideration is the substantial degree of sponsor
support provided by InterGen's co-owners (Ontario Teachers'
Pension Plan and China Huaneng Group/Guangdong Yudean Group) as most recently
evidenced by the $700 million equity contribution to the company
in conjunction with the current refinancing. In addition to the
$700 million incremental equity contribution, we understand
that since 2007 the sponsors have recommitted more than $400 million
in equity that could have otherwise been distributed. We view these
actions by the sponsor group as a clear indication of the strategic importance
of the InterGen platform over the long-term.

Upon transaction close, InterGen's holding company debt will
be reduced by $537 million, enabling the holding company
capital structure to stabilize at approximately 60% debt-to-total
capitalization. Of particular note is the fact that the most recent
credit supportive actions are being taken in the face of weak merchant
markets in several of the regions that InterGen has operations.
As such, our rating incorporates a view that the sponsors will continue
to pursue strategic actions necessary to support the company over the
long-run.

Notwithstanding this substantial level of sponsor support, InterGen's
financial performance in 2012 saw a material decline in cash flow generated
from its core UK assets as distributions from the UK assets fell by approximately
40% compared with the prior year owing to the weak wholesale market
conditions in the UK and lower achieved clean spark spreads. The
narrowing clean spark spreads have been driven by a combination of new
capacity additions entering the UK market, declining coal prices
that have pushed natural gas-fired generators further out on the
dispatch curve, high natural gas prices (which are tied to the price
of oil in the UK), a weak economic recovery and low carbon prices.

Moody's believes that many of the factors currently impacting the UK wholesale
power market, especially weak clean spark spreads, will persist
over the next 18-24 months. Current forward curves show
a wide discrepancy between clean spark spreads and clean dark spreads
that favor coal-fired plants over the time horizon. The
influx of combined-cycle gas generation supply that has come on-line
over the last three years will keep the UK market at over-capacity,
at least through 2015, which will temper wholesale market prices
as the overall UK economy struggles to find consistent growth traction
to support electricity demand. Adding to the challenges for InterGen
is the expiration of two power purchase contracts at the Rocksavage plant
which exposes the company to an additional 704 MW of merchant capacity
in the UK wholesale power market beginning in April 2013.

Additionally, gas-fired power plants in the UK have also
seen their dispatch diminished by the coal plants that opted out of the
EU-wide Large Combustion Plant Directive (LCPD). These plants
have been dispatching more frequently in order to utilize their maximum
20,000 operating hours by 2015, after which point these assets
will be retired. Approximately 12 GW of UK capacity will be impacted
by the LCPD. If there is no change in legislation and all of these
plants retire as scheduled, the current oversupply situation in
the UK would shrink and therefore lead to improving market conditions
in the post-2015 time period. However, the UK's
commitment to increase the share of renewable energy sources, primarily
wind, in the energy supply mix could temper clean spark spread improvements,
and result in InterGen's merchant UK assets capturing peak and inter-peak
merchant energy gross margins with lower dispatch factors.

We also observe that 550 MW of La Rosita's capacity will become
merchant by the end of September 2014. The plant's proximity
to the US border with California gives it a favorable dual-interconnection
advantage into the Mexican power market and the CAISO SP-15 market.
SP-15 has seen power prices and clean spark spreads on the rise
this spring due to higher natural gas prices, weak hydrology flows
and the extended San Onofre Nuclear Generating Station outage.
The implementation of AB32 carbon cap-and-trade should also
benefit California power prices. La Rosita's ramping capabilities
will prove increasingly beneficial as greater amounts of renewable generation
are added to the California grid as utilities work toward the 33%
renewable portfolio standard by 2020. The remaining 489 MW at La
Rosita continue to be contracted with Comision Federal de Electricidad
(Baa1 stable), the Mexican utility, though 2028.

Importantly, the proposed transaction addresses a very large refinancing
risk that the company faced, which had been cited as a negative
rating factor in prior research. The refinancing moves all of the
funded holding company debt to a maturity of at least seven years,
or to 2020, with more than 60% of the holding company capital
structure maturing beyond seven years. The five year revolving
credit facility represents an important source of liquidity to InterGen,
particularly for working capital needs, letter of credit postings
for operational projects and as a source for securing equity commitments
to development projects. The planned five-year tenor should
provide an adequate runway for the company, particularly as the
Altamira gas compression station and San Luis de la Paz power project
achieve commercial operations in 2014 and 2015, respectively.

The terms and conditions of the proposed transaction structure does not
contemplate an excess cash flow sweep mechanism, nor a required
debt service reserve fund, both credit weaknesses. These
provisions, in addition to the corporate-like flexibility
with regard to asset sale proceeds and investing in other electric generating
assets, make the financing terms more comparable to the terms and
conditions associated with a corporate, unregulated power producer
financing rather than a traditional power project financing. The
revolver, term loan and notes will be secured by a perfected first
lien in the capital stock of the InterGen's wholly-owned
subsidiaries. Importantly, we observe that there is no indebtedness
at the Tier 1 subsidiaries, which collectively represent 3,545
megawatts (MWs) of electric capacity or 58% of the company's
net MWs owned. Under the terms of the financing documents,
InterGen can only incur limited levels of indebtedness at the four generation
assets that comprise the Tier 1 subsidiaries thereby reducing the degree
of structural subordination for InterGen creditors. The financing
documents contemplate the maintenance of a DSCR of 1.1 times as
well as a restricted payments test for distributions of a DSCR of 1.4
times.

The stable outlook incorporates Moody's view that the current refinancing
transaction and equity contribution have stabilized the company's
financial profile, and should result in holding company DSCR above
1.40 times on a consistent basis.

The rating is not likely to go higher in the near-to-intermediate
term, given the current outlook for UK spark spreads and the further
shift towards a more merchant generation profile; though substantial
improvements in merchant power markets, re-contracting existing
assets with investment grade counterparties, or adding additional
contracted assets that generate meaningful cash flow to the company could
result in positive rating implications.

The rating could face downward pressure if there is further deterioration
in cash flow generation that impacts financial metrics, or if the
portfolio assets experience operational issues that have a sustained impact
on the company's performance.

Upon completion of the proposed financing, Moody's intends
to withdraw the B1 ratings assigned to the existing InterGen's debt,
including the senior secured revolver due 2014, the senior secured
term loan due June 30, 2014, and the senior secured notes
due June 30, 2017.

The last rating action was on January 28, 2013, when InterGen's
senior secured rating was downgraded to B1 from Ba3, and a negative
outlook was assigned.

InterGen N.V. is a holding company with a portfolio consisting
of nine combined cycle, natural gas-fired projects and two
coal-fired facilities with a net capacity ownership of 6,101
MW. The eleven operational plants are located in the UK,
the Netherlands, Mexico and Australia. InterGen also owns
the Bajio and Libramiento natural gas compression facilities and associated
pipeline located adjacent to the Bajio power project. InterGen
N.V. is owned by affiliates of China Huaneng Group,
Guangdong Yudean Group, and The Ontario Teachers' Pension Plan Board.

The principal methodologies used in this rating were the Power Generation
Projects methodology published in December 2012, and the Unregulated
Utilities and Power Companies methodology published in August 2009.
Please see the Credit Policy page on www.moodys.com for
a copy of this methodology.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt,
this announcement provides certain regulatory disclosures in relation
to each rating of a subsequently issued bond or note of the same series
or category/class of debt or pursuant to a program for which the ratings
are derived exclusively from existing ratings in accordance with Moody's
rating practices. For ratings issued on a support provider,
this announcement provides certain regulatory disclosures in relation
to the rating action on the support provider and in relation to each particular
rating action for securities that derive their credit ratings from the
support provider's credit rating. For provisional ratings,
this announcement provides certain regulatory disclosures in relation
to the provisional rating assigned, and in relation to a definitive
rating that may be assigned subsequent to the final issuance of the debt,
in each case where the transaction structure and terms have not changed
prior to the assignment of the definitive rating in a manner that would
have affected the rating. For further information please see the
ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit
support from the primary entity(ies) of this rating action, and
whose ratings may change as a result of this rating action, the
associated regulatory disclosures will be those of the guarantor entity.
Exceptions to this approach exist for the following disclosures,
if applicable to jurisdiction: Ancillary Services, Disclosure
to rated entity, Disclosure from rated entity.

Please see www.moodys.com for any updates on changes to
the lead rating analyst and to the Moody's legal entity that has issued
the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com
for additional regulatory disclosures for each credit rating.

CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND ITS RATINGS AFFILIATES (“MIS”) ARE MOODY’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND CREDIT RATINGS AND RESEARCH PUBLICATIONS PUBLISHED BY MOODY’S (“MOODY’S PUBLICATIONS”) MAY INCLUDE MOODY’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MOODY’S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY’S OPINIONS INCLUDED IN MOODY’S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. MOODY’S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY’S ANALYTICS, INC. CREDIT RATINGS AND MOODY’S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY’S PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY’S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY’S PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.

MOODY’S CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS FOR RETAIL INVESTORS TO CONSIDER MOODY’S CREDIT RATINGS OR MOODY’S PUBLICATIONS IN MAKING ANY INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.

ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED,DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT.

All information contained herein is obtained by MOODY’S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided “AS IS” without warranty of any kind. MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY'S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY’S is not an auditor and cannot in every instance independently verify or validate information received in the rating process or in preparing the Moody’s Publications.

To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability to any person or entity for arising from or in connection with the information contained herein or the use of or inability to use any such information, even if MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers is advised in advance of the possibility of such losses or damages, including but not limited to: (a(b) any loss or damage arising where the relevant financial instrument is not the subject of a particular credit rating assigned by MOODY’S.

To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability for any direct or compensatory losses or damages caused to any person or entity, including but not limited to by any negligence (but excluding fraud, willful misconduct or any other type of liability that, for the avoidance of doubt, by law cannot be excluded) on the part of, or any contingency within or beyond the control of, MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers, arising from or in connection with the information contained herein or the use of or inability to use any such information.

NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY’S IN ANY FORM OR MANNER WHATSOEVER.

Moody’s Investors Service, Inc., a wholly-owned credit rating agency subsidiary of Moody’s Corporation (“MCO”), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody’s Investors Service, Inc. have, prior to assignment of any rating, agreed to pay to Moody’s Investors Service, Inc. for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,500,000. MCO and MIS also maintain policies and procedures to address the independence of MIS’s ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at www.moodys.com under the heading “Investor Relations — Corporate Governance — Director and Shareholder Affiliation Policy.”

For Australia only: Any publication into Australia of this document is pursuant to the Australian Financial Services License of MOODY’S affiliate, Moody’s Investors Service Pty Limited ABN 61 003 399 657AFSL 336969 and/or Moody’s Analytics Australia Pty Ltd ABN 94 105 136 972 AFSL 383569 (as applicable). This document is intended to be provided only to “wholesale clients” within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODY’S that you are, or are accessing the document as a representative of, a “wholesale client” and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to “retail clients” within the meaning of section 761G of the Corporations Act 2001. MOODY’S credit rating is an opinion as to the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail clients. It would be dangerous for “retail clients” to make any investment decision based on MOODY’S credit rating. If in doubt you should contact your financial or other professional adviser.

For Japan only: Moody's Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly-owned by Moody’s Overseas Holdings Inc., a wholly-owned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a Nationally Recognized Statistical Rating Organization (“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by an entity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit rating agencies registered with the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively.

MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any rating, agreed to pay to MJKK or MSFJ (as applicable) for appraisal and rating services rendered by it fees ranging from JPY200,000 to approximately JPY350,000,000.

MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.